The Ultimates: Ultimate HYDRA
by Batguy
Summary: The Ultimates, still recovering from the Liberators' attack, must battle the terrorist forces of H.Y.D.R.A, a sinister genocidal religious organisation. I don't own any of these recognisable characters! NOW COMPLETE. Coming soon: Ultimate Captain America!
1. Prologue

_The Ultimates In…_

_**ULTIMATE H.Y.D.R.A**_

_**Prologue**_

George Harlin, 42, window cleaner, stood on his platform, stationed on the Empire State Building, sweating in the heat of midsummer, as he worked at a pane of glass. George was, despite the work, in a tremendously good mood. He had _finally _bought the ring; he was going to propose to Liz tonight. George hummed a tune, Deep Purple's _Smoke on the Water_. He couldn't wait to get home; to… _screams._

George Harlin, 42, window cleaner, turned slowly. Something, blurred and fiery, was rocketing at the skyscraper. George Harlin didn't even have time to scream before he was blasted apart, along with so many more innocents!

Captain Steve Rogers, _Captain America_, stood among the wreckage, head bowed. He clicked the straps of his trademark helmet together and stared over at General Nick Fury, director of the Strategic Hazards Intervention Espionage Logistics Directorate- _S.H.I.E.L.D- _and the founder and commander of the Ultimates, the U.S.A's Superhuman Defence Initiative squad.

Rogers sighed thoughtfully as Iron Man, billionaire playboy Anthony Stark, jetted over to him on his boot thrusters.

"Well, old boy," Began Stark, "Dr. Richards and I reckon it was some kind of prototype missile… and Fury's worried. Worried in a knowledgeable way if you know what I mean."

"You mean…?"

"I mean I think it was a S.H.I.E.L.D missile… something stolen, and… I found just the thing. I hacked into the database with Richards' help and, lo an' behold, such a missile went missing… _during the Liberator incident._"

Cap's eyes opened wide in shock:

"Oh my God…"


	2. Chapter 1: HYDRA

_The Ultimates In…_

_**ULTIMATE H.Y.D.R.A**_

**_Chapter One: H.Y.D.R.A_**

Nick Fury stood in front of the Ultimates in their meeting room, holding his arms, both his high-tech _Stark Enterprises _prosthesis and his normal, healthy right arm, behind his back. He looked grave, almost ill.

"Guys," He spoke wearily, "We're in trouble. The Empire State Building was attacked by the deadliest terrorist organisation the world has ever seen. _H.Y.D.R.A… _the Holiest Denomination of Rasputin, Almighty."

"Rasputin?" Cap muttered, "This is insane."

"Perhaps, captain, but they're dangerous. These guys believe in God-knows-what… and they want to bring on a new age of chaos… and this time, they're worse then ever before," Frowned Fury.

"_This time?" _Gasped Stark, "Backtrack a moment, Nick… there was a _last _time???"

"Yes, Tony, there was a last time," Grunted Fury, "H.Y.D.R.A have been behind some of the worst terrorist attacks in history, to usher in a new age of chaos, where they believe their lord, _Rasputin_, shall return reincarnate and be heralded as a God. Remember 9/11, Tony? The London bombings a few years back? Hell, H.Y.D.R.A have been responsible for literally thousands of incidents… millions of deaths. And all that for some crackpot religion… we beat 'em easily last time, but this time… this time they're under new command. For decades, they worked under _this _man…"

Fury picked up a remote control and flicked on the projector. The image of an old, cold-looking man appeared on the screen:

"Baron Wolfgang von Strucker," He explained, "But recently a couple of new players have taken over… and we found Von Strucker's body a month ago. One of these leaders is Sophia von Strucker, the good baron's somewhat young wife… now going by the name _Madam Hydra._"

Fury clicked to the next slide, showing a beautiful young woman no older than twenty five.

"And the other…" He concluded, "Is a mystery. We only know that he refers to himself as _The Red Skull_."

**TO BE CONTINUED.**


	3. Chapter 2: Plan of Action

_The Ultimates In…_

_**ULTIMATE H.Y.D.R.A**_

_**Chapter 2: Plan of Action**_

The plan was simple. S.H.I.E.L.D didn't know enough to do it any other way, so they sent two Ultimates to an obvious public location with a back-up squad of elite agents, ready to prevent any H.Y.D.R.A attack- hopefully.

Tony and Clint Barton, Hawkeye, were on look-out duty near the Eiffel Tower, in Paris. They wore casual dress as they walked through the streets, though both held large carriers; Barton held a holdall containing his archery equipment, and Tony carried a huge suitcase, which held his latest, compact _Iron Man Seven _battle armour, complete with sonic transmitters, laser cannons, plasma conduits and many other gadgetry.

Stark, in a silky suit, with a champagne bottle held loosely in his spare hand, wandered up to a crowd of young women, casually.

"Ladies!" He cried, opening his arms wide, "Where have you been all my life?"

They stared at him oddly at hurried away. Tony sighed, slicking back his hair:

"Dammit. I really need to crack the French thing."

Hawkeye chuckled. Suddenly, they heard an explosion in the distance.

"How…?" Gasped Clint, "We had the damn place under surveillance."

"Yes," Spat Tony, "But we didn't think to monitor Notre Dame."

Stark slipped into a public toilet block:

"Uh… care to help me change?"

The duo burst into Notre Dame Cathedral ten minutes later. The building was blazing, but still standing.

"Keep watch out here," Tony commanded, "I'm going in… I'll see who I can help."

Iron Man rocketed through a shattered window and down into the cathedral, looking around. He swooped down, pulling a family free of debris…

Outside, Hawkeye looked up. A damn swarm of news helicopters hovered above him… but, wait… _there! _Hawkeye notched an explosive arrow to his bow and aimed at another kind of copter… a gun ship!

He fired as the chopper swept away and the propellers were blasted away. The craft spiralled down, crashing several metres away. Hawkeye ran to the scene as a pale, blond man and an Arab climbed from the wreckage, coughing and wheezing, hefting submachine guns.

"Terrorist punks!" Hawkeye fired a normal arrow without thinking, killing the blond man. He shot the Arab in both kneecaps and his enemy dropped to the ground, screaming in agony, "You're coming with me." Hawkeye glared at the terrorist, lowering his bow. He wanted to run in and smash his brains from his skull… this was the kind of man who murdered his entire family. _Scum! _But Barton didn't deliver the kill stroke. Fury would want the scum alive, for questioning…

Captain America and the Wasp were left in charge of the White House. Steve sat in the Oval Office, silent and resolute, watching a monitor feed from S.H.I.E.L.D's "ultimate" satellite, _The Sentry, _covering every inch of ground within ten miles of the building.

Janet was flying around the grounds, in her miniscule _"Wasp" _form, checking every inch with agents for bombs and any other threat. Suddenly, she heard a massive blast, miles away. Steve burst through the White House window, landing beside her. His mobile rang and the captain picked up:

"Nick! Where the Hell did that just hit?"

"Cap…" Fury's voice was weary, ill sounding, "It just blew up _everything _in an' around National Mall. H.Y.D.R.A know everything we're guarding… they're blowing stuff up and making sure our guys witness it. We guarded the Eiffel Tower, they hit Notre Dame. We guarded the White House, they hit National Mall! We guarded Downing Street, London, they blasted the Goddam British Museum! Dammit, every fucking place we guard, they blow somethin' we can see!"

Cap gritted his teeth:

"Damn it… well, enough games, general, enough Goddam watching and waiting. We have to find H.Y.D.R.A, and blow 'em to Hell!"

**TO BE CONTINUED!**


	4. Chapter 3: Interrogation

_The Ultimates In…_

_**ULTIMATE H.Y.D.R.A**_

**_Chapter 3: Interrogation_**

Muhammad al Benin sat at a desk in a dark, small room. The door was flung open and an angry figure stepped in. Benin recognised him from one of the Father's lectures… about the _Enemy. _About the West. And especially about this man: General Nicholas Fury, Western spymaster, and the true _Lord of the West… _H.Y.D.R.A's greatest enemy.

"Hello, scum," Fury snarled and lunged forwards, grabbing Muhammad by the air and slamming his face down onto the table, "I wanna know _everything _about H.Y.D.R.A! I wanna know everything about their plans! And I wanna know everything about The Red Skull! Now start talking, you terrorist son of a…"

"Let me go, sinner," Gasped Benin through the pain, "I will not betray my lord and master, and… and I know you're Western laws. You cannot lay a finger on me, you…"

The general suddenly had a handgun in his grip, waving it angrily at Muhammad.

"I can't, huh!? Well, listen to me, you piece of shit, I am a hundred security levels above the mother fucking president! You wanna know somethin', you son of a bitch!? I can do _anything _to you, man, and no one will give a shit! I am above the Geneva Convention, you prick! I'm above the fucking law! I can do anything I want's long as America's safe! NOW TALK OR I BLOW YOUR FUCKING BRAINS OUT!"

Fury was living up to his name and he rammed the barrel of his gun against Muhammad's head.

"I'm gonna count to five! One!" He spat, "Two!"

Al Benin smiled oddly. It would be over quickly. Everything would be fine. Rasputin would return him to the plain after the age of vengeance.

"_THREE_!"Muhammad wasn't smiling any more… the general was really going to do it _"FOUR, ASSHOLE! LAST CHANCE!"_

Muhammad's nerves betrayed him. He was in tears as he spoke:

"I'll do it… I'll talk."

"Good," Fury smiled sadistically, "Now tell me… who is the Red Skull!?"

"It's A…" The window exploded, blood mingling with the glass as a bullet rocketed through Muhammad's head! The 'Rasputinist' was quite dead, as Fury leapt up, and ran to the window. That had been one _Hell_ of a shot… blasting through the black curtained window, through Al Benin's head and through the glass panel of the door, which now crashed open. The general's new number two, Samson, stood in the doorway, clutching his specialised Raptor Magnum handgun:

"General… are you OK? What just happened!?"

"Dammit… H.Y.D.R.A has eyes everywhere son, and…"

Nick saw something outside the window. A figure running across the opposite roof.

"Get Stark over there pronto, Danny!"

Iron Man was belting alongside the roof, carrying Captain America under the arms.

"There!" Bellowed Rogers. A shadowed figure was sprinting ahead of them. Cap aimed his shield and threw, knocking his target across the roof. Steve leapt down onto it and grabbed his deflecting shield to see the traitor rise, sniper rifle in hand _It was Hawkeye!_

HH

**TO BE CONTINUED!**


	5. Chapter 4: Another Traitor?

_The Ultimates In…_

_**ULTIMATE H.Y.D.R.A**_

_**Chapter 4: Another Traitor?**_

Hawkeye stared im horror at Captain America.

"Cap… what are you…?" He began.

"Don't you play innocent, you piece of crap! Where you and Widow planning a betrayal all along, Barton?" Steve roared, "Bastard!"

The captain dived on Hawkeye, who kicked him off and staggered away, only for Iron Man to land and block his path.

"Why did you do it, Clint?"

"I didn't do anything, Tony… I swear."

"Not good enough, Barton!" Cap threw his shield, knocking Clint to the ground again, unconscious. Iron Man spoke into his internal speakers:

"We got him, Nick."

Sophia von Strucker lay in bed with the Red Skull. His face was even now hidden in that red helmet of his. He said it had belonged to somehow he cared for. Someone murdered by the Americans.

"The plan is going well, my love," Commented the 'Skull, "Soon enough, the Age of Chaos shall be ushered in. We shall eliminate the Western heroes and then… the World will be ours."

"Yes, my love," Sophia smiled evilly, "The World will be ours… and we will be able to dispose of those trusting, supersticious fools who believe tales of Grigory Rasputin and of resurrection and ages of chaos. And we will win! I shall destroy Steven Rogers!"

"Perfect," Smiled 'Madam Hydra', "Perfect. The Americans are such fools… all people are such fools. They even believed that the archer was a traitor. They fell for the same damn trick once again, my darling."

Quicksilver, Pietro Maximoff, was rocketing across the sea, his sister, Wanda, The Scarlet Witch, in his arms, as they fled Genosha. He was livid. His father, Magneto, had refused to help the Ultimates. He had refused a _pardon _and peace in exchange for helping track down H.Y.D.R.A. Pietro _loathed _his terrorist father. He had said as much to Wanda many times.

Suddenly, he was knocked flying. Magneto was swooping at him, eyes blazing with hatred. Wanda was drowning, screaming.

"WRETCH! YOU HAVE FAILED ME!" Bellowed Magneto, "I DISOWN YOU! I HAVE NO SON!"

Tears poured down Pietro's face. He wanted _revenge. _He wanted _punishment. _And then someone appeared to him. A man in a red helmet. _The Red Skull._

"Pietro Maximoff," He said, "I can help you kill your father, but you must join me. You do not care for the Ultimates and, with us, you can have revenge and live a peaceful, protected life with your sister. Be on the 6:30 AM flight to London from Newark Airport tomorrow, and sit in seats 11A and 11B if you are interested. My associate shall meet you there."

"How are you talking to me!?" Gasped Pietro.

"Don't you realise, Maximoff? This is a telepathic dream beamed into your head. You returned home from Genosha five hours ago and are sleeping. What do you say?"

"I… I will be there."

**TO BE CONTINUED!**


	6. Chapter 5: Triskelion, Under Attack

_The Ultimates In…_

_**ULTIMATE H.Y.D.R.A**_

_**Chapter 5: Triskelion Under Attack**_

In the Ultimates' common room, the team sat in a somewhat depressed mood. Cap was silently reading a passage from the bible, while Jan just sat beside him, also in total silence. Tony was slumped lazily in an armchair, drinking from a glass of martini, while clutching his third bottle close to his chest, frowning sadly.

"Where have Wanda and Pietro got to?" Asked Stark finally, draining his glass and refilling it generously, while splashing his tie.

"Wanda went out for a walk, but she was on her own," Muttered Janet, "Quicksilver left this morning without any explanation."

"Ah…" Tony sighed, "That's odd. Those two are so attached…"

"_Too _attached, if you ask me, Stark," Sighed Cap, closing his bible. He had _strong _Catholic views on many things, and sodomy was most certainly one of them.

"Now, now, cap," Tony winked at him boyishly, "It's the twentieth century, old boy. Be liberal and all that…"

"Hm," Steve wasn't in the mood for talking. He rarely spoke anyone, short of his old friend James Buchanan 'Bucky' Barnes and Gail, Bucky's wife and Steve's fiancée before he was almost killed and left frozen, in suspended animation, in the sea off Iceland for nearly sixty years. To them… and when he was in the heat of battle, when his fury was directed in the form of resilience, strength and great speeches, lines that had passed almost into _legend. _There had been a talk by the Pope after the Chitauri invasion discussing bravery and quoting the now _infamous _line. _Surrender? SURRENDER? You think this letter on my head stands for France!? _

Of course, that had led to many complaints, especially from the French, but few would _dare _challenge the man himself. Despite his dated views, despite his lack of polite correctness, despite the fact that he was the most dangerous man in America (according to a poll the previous year by _Wizard _magazine), despite all this, Captain America was still the idol of millions. He was the symbol of hope, truth, justice, honour, liberty and heroism, and no one could hold a gaze against the man, especially now. Now he was so distant… since Janet had chosen to leave him, despite their success against the Liberators. That was six months ago, and Cap was still in the same poor mood.

Suddenly, alarms screeched a warning across the Triskelion. The headquarters was under attack. Steve was in his feet in seconds, ripping his shirt open in a moment worthy of any _Superman _film. He shed his outer clothes rapidly, revealing the armoured costume of Captain America, and he slipped on his helmet, which sat on the arm of the chair, alongside his shield.

Moments later, the team were Captain America, the Wasp and Iron Man, racing towards the source of the chaos: the holding bay, a prison detaining many villains, including the mutants Forge, Mystique and Blob and other genetically enhanced 'super-villains', such as Norman Osborne, the Green Goblin; Flint Marko, the Sandman; Doctor Otto Octavius, alias Doctor Octopus; Edward Brock, Junior- the host of _The Suit, _which formed the cannibal monster _Venom… _and now, of course, Clint Barton; Hawkeye.

Nick ran in with Danny Samson, backed by two squads of agents.

"What's the status, Nick?" Barked Cap.

"Intruders, Steve," Replied Fury, "Lots of the fuckers... in the ventilation system!"

A vent cover crashed to the ground. Cao spun around, shield raised. A cat dropped from the air vent.

"What the Hell…?" He gasped. More and more of the creatures wandered through and plunged from the vent.

"Diversion!" Shouted Fury. Every high tech cell door slid up, "Dammit! They're in the control room!"

Inmates poured out, swarming the Ultimates and S.H.I.E.L.D agents, despite their power inhibiting collars. Benjamin 'Bullseye' Pondexter was one of the greatest dangers, a lethal shot with _anything_, on the level of Hawkeye- or so some said. Along with Pondexter were all the baseline humans who had _never _used any kind of 'upgrade' and were merely terrible threats in their own rights: Elektra Natchios, Natasha Romanov- the treacherous former Ultimate _Black Widow_ and various others.

Cap was battling furiously, back to back with Iron Man, while Wasp flew rapidly, zapping criminals with her 'sting'. Steve punched Pondexter across the face and the criminal fell, only to spit his tooth with pinpoint accuracy, knocking Janet to the ground. She lay, helpless, an inch in height, as feet crashed down around her, bodies falling too.

The captain was bellowing for her. Bullets were flying. The Ultimates were losing! Cap felt a tooth, spat deep into his leg from the unnatural form of Pondexter and fell. He was struck down… down… and Pondexter was gone. Iron Man suddenly erupted into fury, blasting enemies aside. And then inhibitor collars shut down… and Venom rose. The metahumans were at full force and they smashed into Iron Man 6.5.

And then it all ended. Suddenly, the Scarlet Witch stood before them, eyes closed with the strain as the roof erupted. She had done it again. Thor had returned!

**TO BE CONTINUED!**


	7. Chapter 6: The Damage Done

_The Ultimates In…_

_**ULTIMATE H.Y.D.R.A**_

_**Chapter 6: The Damage Done**_

Iron Man and Captain America stood with the Scarlet Witch and Nick Fury, surveying the listing of inmates. Thirteen had escaped, but the rest were detained.

"Pondexter, Mystique, Octavius, Marko, Natchios, Brock, O'Hirn, Schultz, Dillon, Hardy, Osborn, Kraven, and… _Romanov,_" Read Nick, "Damn, that's _bad. _Those guys are a veritable list of grade 'A' assholes."

"Well, what are we waiting for?" Growled Cap, "We have to get to 'em… before H.Y.D.R.A do."

"Wait, cap," Cut in Fury, "It could be a trap. Those criminals got away from the place and that is no mean feat. Even if they escaped the building, we had the army moving in. Dammit, Cap… we think _H.Y.D.R.A _already have 'em!"

The Ultimates stared at Nick in horror.

Norman Osborn awoke in a huge medieval banqueting hall. _Eastern European architecture, _he noticed. The great doors swung open and a man in a red helmet, covering all his face, stood in the doorway, wearing a grey suit. He spoke carefully, precisely, but Osborn noticed that he had some kind of accent, though the _Red Skull _was definitely masking it, so it was impossible to tell what accent it was.

"Gentlemen," The man chose his words carefully, slowly, as if English were not his first language, "Ladies. My name is not… relevant. You may refer to me only as the _Red Skull _or _sir. _I have an offer for you."

"An offer!? No thanks, you stupid son of a bitch!" Mystique shouted, "You've given us an easy escape, and you can't stop us leaving. I'm outta here."

She walked towards the door. Red Skull coughed politely:

"Maybe I phrased that wrong, madam," He spoke so courteously, yet with an icy, dangerous edge, "You _will _accept my generous offer."

The others slowly moved in towards the Skull. Osborn hissed at them:

"_Wait. I want to see what he can do."_

Mystique aimed a kick at the Red Skull, who was knocked across the room.

"_Wait!" _Repeated Norman to the others. They obeyed his every word intently. The man was a genius, after all.

The Skull lay, coughing on the ground.

"You're pathetic, old man!" Spat Mystique.

The Red Skull said nothing. Suddenly, Osborn realised he was not coughing, but laughing- a rasping, wheezing chuckle.

"No, my dear," He smirked, "_You _are pathetic."

Mystique suddenly screamed, clutching her chest. The blue skinned mutant fell onto her knees, her skin changing form and appearance rapidly. Her mutant power was suddenly hyperactive.

"I have just triggered your powers to overload," Smiled the Red Skull, rising, "You will die within minutes, you _bitch._"

He kicked her with all his might. Mystique fell onto her back, screaming.

"I have control of _all _your powers," The Skull told the captivated twelve, "Join me, or suffer as this _whore _suffered."

The villains knew when not to argue.

"What do you want us to do?" Asked Octavius. He had had a miserable year, following his last encounter with Spider-Man; the incident dubbed _The Clone Saga._

"I want _chaos, _doctor," The Skull smiled manically behind the helmet, "Chaos! So, go and do what you can. I shall reward you _handsomely… _or punish you _savagely. _Destroy, burn, _kill. _I want MAYHEM! You know what to do, yes? And… and I want the heroes out of the way. _Permanently._"

"We will need our… tools," Osborn answered.

"Ah, of course. Mr. Osborn, we have adapted your _Oz _formula, mixing it with a blood sample of Captain America. If it has the desired affect, you shall be permanently able to transform into the Green Goblin at will, and may even be _much _stronger. Pondexter, I believe I have some… suitable materials ready, same for you Octavius. All of you have any necessary materials waiting… especially _you_, Mr. O'Hirn, we have a rather spectacular new _Rhino _suit waiting for you."

"Excellent," Osborn smiled cunningly, "Then that is all… _sir. _Let the chaos begin."

**TO BE CONTINUED**


	8. Chapter 7: Chaos in New York

_The Ultimates In…_

_**ULTIMATE H.Y.D.R.A**_

_**Chapter 7: Chaos in New York**_

Cap and Tony stood in the Ultimates' armoury, suiting up. Fury hurried in:

"Guys, these twelve are probably too much… even for you. I've called in back-up."

"Who is it, general?" Asked Steve.

Hank Pym, the estranged husband of the Wasp, stepped in, followed by several recognisable figures: Spider-Man, and the Fantastic Four.

"You," Cap glared at Pym angrily, "Get him out of here, Nick. We don't need this son of a…"

"Save it, cap," Growled Nick, "We need all the Goddam help we can get, soldier."

"General, I disagree," Spat Rogers, "Surely the F4 are enough to…"

"Bullshit, man, and you know it! Get over this shit already!"

Pym sighed and unscrewed a capsule of _Prozac,_ flicking one of the pills into his mouth. He sighed and bowed his head, not saying a word. The room was silent with tension for a moment, the Fantastic Four standing awkwardly, watching Fury for a command.

"Well… when you're ready, gentlemen, Times Square _is _under attack from a group of _twelve _freaks…"

Times Square was in _chaos_… just as the Red Skull had wished it. Bodies were strewn everywhere, buildings in ruins and burning. The twelve Triskelion escapees watched as six figures became visible, running towards them.

"So, the Ultimates are finally here?" Smirked Kraven.

"Not at all," Osborn grinned evilly, "This is just practice."

The figures became clear. _Nighthawk… Power Man… Son of Satan… Black Knight… Valkyrie… and Hellcat. _The six formed the wannabe vigilante group known as The Defenders, losers to the core. Osborn cracked his knuckles. It was finally time to test his new found control over his transformations in real combat. He shut his eyes, gritted his teeth, and grew, forming into a green, fiery demon-like monster: the Green Goblin.

"Let's take these sons of bitches," Growled Kraven.

The Defenders arrived, and Power Man was already gone, blasted through a wall. Son of Satan was running, while Octavious spun Hellcat and Black Knight around on metal slabs, controlled with the doctor's magnetokinesis.

Nighthawk was sobbing on the ground after one punch from Kraven. He wept, mumbling about how he was too young to die… and his requests for help were granted. Captain America's gloved fist connected with Kraven's jaw bone, shattering it on impact. Iron Man was onto Osborn in a flash, while Spider-Man dodged and weaved from Dr. Octopus' attacks.

The Fantastic Four converged in one tidal wave of fury upon six others, and Pym had grown in his Giant Man form, pounding down at his targets. Scarlet Witch and Wasp picked off the cowards, who chose to run.

It appeared to be almost over when Osborn hurled a series of fireballs, blasting Iron Man to the ground, another suit of armour damaged! The _Black Cat _and Elektra teamed up, forcing Captain America away from Kraven, until Octavius rammed a deadly, sharp piece of steel between the captain's shoulder blades. Steve fell, groaning. The Ultimates were suddenly losing, the tide turned!

Suddenly, Wanda screamed. Her eyes were out of focus, flickering, and purple light swarmed the square! Cap stared, unseeing, at the bizarre energy, blinding him. When it vanished, the criminals were gone.

"Where are they?" Gasped Cap.

"I…" Gasped the Scarlet Witch, "…teleported… Arizona…"

She slumped, unconscious.

"Jesus," Tony groaned, "They _owned _us… and that was without H.Y.D.R.A…"

His helmet loudspeakers buzzed on. Fury's voice crackled through:

"Team… Times Square was a diversion. H.Y.D.R.A just wiped half of Washington off the map with a dirty bomb…"

"No…" Cap was shaking, in shock, "What the Hell has happened to this country? This is wrong! This isn't the same place I left sixty years ago!"

Steve ran…

**TO BE CONTINUED.**


	9. Chapter 8: Betrayal!

_The Ultimates In…_

_**ULTIMATE H.Y.D.R.A**_

_**Chapter 8: Betrayal!**_

Pietro sat on the flight towards London, nervously glancing around. Soon enough, he saw a tall, thin man with a gaunt face and slicked-back grey hair walk down the craft and the newcomer took the seat beside Quicksilver.

"Where is your sister?" He spoke in a strange, guttural voice, "My employer requested to see _both of you_."

"She won't agree," Sighed Maximoff, "It was all I could to persuade her not to tell Fury!"

"Very well. Do _you _accept my offer, Mr. Maximoff?"

"Yes."

"Excellent," The man smiled and fired the handgun that was concealed in his lap at Quicksilver. Even the lightning fast mutant didn't have time to dodge, and he slumped down in his seat. The shooter chuckled…

Steve Roger sat on the edge of the roof of his apartment block, staring down at the bustling city.

"Mr. Rogers?" Came a voice from behind him. A tall, thin man with a thick, toothbrush moustache strode towards Steve in a suit.

"General McGee?" Gasped Rogers. McGee had been like a father to him in World War II. A younger man with black hair, but he was still recognisable in his old age, "You're alive?"

"Steve," McGee smiled oddly. Rogers leapt up and walked up to his former officer, "Steven, having some trouble? I could understand that. But I have an offer for you. The US government's changed. It ain't what it used to be. It's corrupt. I can help you, son."

"I won't fight against America, sir," Snapped the captain.

"Thank God for that, kid," Beamed McGee, "That ain't what I meant. I can send ya back."

"Back where?"

"Back to the '30s, son."

Steve's eyes opened wide in shock:

"I'll do anything!" He gasped…

Janet was flying through every street in the city, frantic, searching for Steve. Suddenly, someone snatched the shrunk woman from the air.

"Mrs. Pym, so good to see you again," It was a familiar figure… it was… _Abdul al Rahman. _But something was he was wrong. This man was _older. Much older. But he wore al Rahman's garments. He looked much like the young colonel had, _"We have killed Captain America and Quicksilver. But your corpse shall be a perfect size to send to Fury."

The terrorist slipped out a handgun.

"Wait…" Gasped Jan, _"Al Rahman!? You're the Red Skull!?"_

"How very… observant of you," Sneered the Asian man and then Wasp blasted the greatest 'sting' she had ever produced onto the lower, unprotected face of the 'Skull. Al Rahman fell back and Janet flew away, only for the Asian to fire his gun, blasting a great chunk of her wing away. Jan crashed to the ground, gasping.

"Bitch!" He spat, "American bitch!"

He slipped the Wasp into his pocket as she groaned:

"For that, American bitch, you will suffer before you die…"

_It was all coming together at last, _Thought Al Rahman, _He was doing it! The Western World was falling, and this time there was no need for supersoldiers. No need for metahumans. Just terror… panic… the swift hand of justice!_

_**TO BE CONTINUED!**_


	10. Chapter 9: Fallen Angels

_The Ultimates In…_

_**ULTIMATE H.Y.D.R.A**_

_**Chapter 9: Fallen Angels**_

The Triskelion was under attack- _again. _But this time, it was for _real. _The Green Goblin was leading his _Ultimate Twelve _in the attack. Bodies were strewn at the entrances as the twelve slashed through, even the Black Cat. But then the twelve were met by the last, straggling S.H.I.E.L.D Forces. Nick Fury, the Ultimates, the Fantastic Four and Spider-Man headed sixty S.H.I.E.L.D troops.

"Surrender, Osborn, or you're fucking dead, you mutant son of a bitch," Called Fury, hefting his dual assault rifles, "I mean it, man!"

"**_GET THEM!" _**Shrieked the Goblin in his bizarre, inhuman voice. The twelve bombarded their foes. Iron Man and Scarlet Witch, the last two Ultimates, were battling frantically alongside Spider-Man and the tide seemed to be flowing in the way of the defenders… when they heard an explosion.

H.Y.D.R.A soldiers, men in some kind of robes but clutching high tech weaponry, poured in, blasting S.H.I.E.L.D troops aside. The Triskelion had fallen already, but the heroes wouldn't give up, and nor would Nick Fury.

"Run," Ordered Wanda, "I'll hold them off."

"Are you nuts?" Spat the general, "They've got a freakin' army here!"

"Yes, general. A whole army for me to stop," Wanda gave a slight smile, "Run, Nick!"

"Team!" Hollered Nick, "RETREAT!"

The defenders pulled back in waves as the Scarlet Witch shut her eyes, bit her lip until it bled and… and she did it. She pulled a miracle and the _Prodigal Son _returned. There was a crack of thunder as the mighty Thor appeared in the room.

"SCUM!" He bellowed and lightning crashed around them. Thor was no match for the forces, but he could hold his own for enough time, as the S.H.I.E.L.D agents poured away, Nick carrying Wanda.

And then it was all over. The defenders, rear guarded by the Thunder God, were getting away. Osborn looked livid…

But then the road was blocked. The Twelve had acted as a distraction for a barricade to be formed. And then Iron Man's sensors detected it. A compact S.H.I.E.L.D missile sped in… and the entire barricade and team vanished in a tremendous explosion!

Steve was led into a lab by General McGee. It was huge… cold… and dangerous. Four men stepped from the shadows, as McGee's form changed. Before Steve stood a disfigured younger man clutching a shotgun. The four others held machine guns and opened fire. Steve was blasted across the room, instantly losing consciousness!

The ash and dust cleared slowly in the wind to reveal a sorry story. Many of the soldiers lay dead, with very few survivors. Iron Man stood in his wrecked armour, while Spider-Man and the Fantastic Four appeared relatively alright, protected by the Invisible Woman's force field. Thor had managed to hurl himself over Nick and Wanda, unsurprisingly, had been 'lucky' thanks to her power over possibility.

All of the soldiers had died instantly, and the _Ultimate Twelve _could be seen closing in to check on the damage.

"We have to get out of here," Said Nick gruffly, "Thor?"

"I can teleport us," Replied the Thunder God, "But… perhaps I am only insane?"

Thor was still angry over the events of six months before. Nick groaned:

"_Thor! Get over it!"_

The Thunder God and teleported them free, seconds before the Twelve reached the disaster site…

_**TO BE CONTINUED!**_


	11. Chapter 10: Breaking News

_The Ultimates In…_

_**ULTIMATE H.Y.D.R.A**_

_**Chapter 10: Breaking News**_

Lauren Sanders had been a TV news reporter for six years, but never had she covered such a tragic story. Even the Liberators' attacks had had minimal casualties, but _this _was terrible. Thousands dead, _millions _injured across the Western World. Forty seven savage terrorist attacks on key public and tourist locations had been committed in the past three weeks.

"Hello, and welcome to ABC News," Lauren began as the cameras rolled, "I'm Loren Sanders with a special broadcast. Within the past twelve hours, a further seven attacks of serious terrorism have been committed across the Western World, totalling forty seven attacks in all within the last three weeks. The Strategic Hazards Intervention, Espionage and Logistics Directorate commander, General Nicholas Fury, refused to reveal anything about the attacks until S.H.I.E.L.D could confirm possibilities of the true culprits, but an anonymous tape was delivered to ABC studios fifty minutes ago, thought it apparently showed the actions to be committed by the mysterious cult organisation _H.Y.D.R.A._"

The video rolled and Lauren looked away. She couldn't _bear _to see the footage again. The shadowy figure talking… the bloodied, gasping form of Captain America… and the hostages. _The innocent, civilian hostages, shot and shown to be quite simply, dead._

And then Lauren heard the demands, from that rasping voice, concealing an accent of some kind:

"People of the Western World. You belong to us now. We are _Hydra, _we are legion… and we shall _crush you all _if you do not obey our commands. Within 24 hours of this message reaching your television screens, the president of the France will be dead. This will be a message… a warning. You all _belong to us _and if you do not accept our orders… _you shall all die! Every one of you! And our Lord shall return."_

_It was over. _Lauren sighed. _It was HORRIBLE. LIFE was horrible…_

Iron Man, the Scarlet Witch and the Fantastic Four guarded a bunker in the Southern French countryside, surrounded by a small army of French and American soldiers, hidden in the trees of the forest. They were all on strict lookout. The French president was taking long drags from his third cigarette. He coughed nervously.

"Ya shouldn't smoke, sir," Commented Johnny Storm, "Smokin' kills."

"_Monsieur," _The President hissed oddly at the 'Torch, _"I am target for world feared terrorists. I not scared for smoke."_

"Yeah, well, it'd be pretty stupid after all this to die from…" Began Johnny and Sue interrupted:

"Johnny! This is the French President, not some loser would-be world conqueror from Uranus."

"There's no sign of the bad guys," Grunted Stark, "It's nearly forty seven an' a half hours. I don't like…"

Suddenly, Reed yelled out an incomprehensible curse. The president was coughing as he smoke… _too _hard. He was retching now, gasping for breath, his face turning a kind of mottled green.

"_Sir!"_

Tony and Richards were there in seconds… as the Frenchman's head slammed into the table.

"_He's gone."_

No amount of heart massage and artificial respiration would help the foreign president. He was well, and truly, dead…

_**TO BE CONTINUED!**_


	12. Chapter 11: All is revealed

_The Ultimates In…_

_**ULTIMATE H.Y.D.R.A**_

_**Chapter 11: All Is Revealed**_

Steve woke in a dark room. He was in agony, hanging from the ceiling by chains. _This was old fashioned… even for him. _The door swung open and a red masked figure entered.

"_The Red Skull, I assume?" _He groaned.

"Correct," There was something familiar about the voice and the figure, but he was largely shrouded in shadow, "You are alive, captain, as are Mrs. Pym and that oaf Maximoff. But soon I shall have you under my control thanks to our new associate, _Cassandra Webb. _She experiments in mind control you know, my dear Captain Rogers. She will be able to take over even you."

"_Who are you!?" _Spat Steve.

"Who am I? Who am I… behind the mask?" Sneered the figure, "American, I am the Red Skull…"

The man removed his mask. His face was very familiar. A middle aged Iranian man, with a moustache.

"… but I was born to the name Ahmed al Rahman," He snarled, "And you killed my cousin!"

Another video tape rolled on ABC News to the horror of millions. Images of the dead French president, and news of their next target: George. W. Bush, president of the United States of America. _How the Hell did they get pictures of the dead president? _Pondered Stark as he sipped from his third bottle of martini and poured over the autopsy report. The cigarettes had contained some kind of inhalant that closed up the lungs.

There was a buzz at the door to Stark's office, and then Nick Fury entered, flanked by Scarlet Witch and… _Quicksilver._

"Pietro…?" Gasped Tony.

"They underestimated my speed, Anthony," Maximoff smiled slightly, a rare feat for the speedster, "I shook free of their chains and made my getaway. We must strike now, before they are ready for us. Come, the squads are ready."

"Sure thing, P," Tony grinned and snatched two more bottles as he hurried with two assistants down a passage to get his Iron Man armour. _It was to time for this to end!_

_**TO BE CONTINUED!**_


	13. Chapter 12: When the Going Gets Tough

_The Ultimates In…_

_**ULTIMATE H.Y.D.R.A**_

_**Chapter 12: When the going gets tough…**_

The _S.H.I.E.L.D _team burst into the waterfront facility of Millar & Lee, Ltd. Nothing was there…

"I'm detecting no life signs," Groaned Iron Man.

"Search around team. We need to be sure… Tony, you checked for bombs?"

"Yeah, Nick. _Earth _bombs give off a heat signature… don't worry. We're not gonna have another _Micronesia _here…"

And then the wall exploded! It wasn't a bomb that had been waiting a block away… it was the _Ultimate Twelve!_

"_**FURY!" **_Howled Osborn. The Twelve dived on their foes, and Nick found himself pinned between Kraven and Electro, his weaponry lost.

"_Hello, Nicholas," _Smiled Kraven… and Quicksilver knocked the hunter across the room. Electro swept in and grabbed Fury, while Pietro stood, watching.

"Dammit! Help me, Q!"

"No."

_Something was wrong… that wasn't Quicksilver speaking! He was under control. _Quicksilver sneered evilly… and then door flew from its hinges. Captain America and the Wasp, armed with a small arsenal of guns, were poised in the doorway, backed by many of the _S.H.I.E.L.D _agents who had been wounded and had had to be left behind in the battle at the Triskelion.

"Cap! Thank God!" Gasped Tony… and Cap aimed his minigun without speaking… and blasted Iron Man to the ground, _"Dammit! How's the Skull doing this!?_

And then he was there. The Red Skull strode into the room as the last S.H.I.E.L.D men were forced to the ground. Cap, Quicksilver, Wasp and the Ultimate Twelve guarded their new prisoners, alongside fifty H.Y.D.R.A agents. Even Thor was down.

"Gentlemen, I shall be brief," Began the Red Skull, "My name is Ahmed al Rahman. I have no interest in power nor religion. I killed that insolent _bitch _Von Strucker and H.Y.D.R.A have a new purpose. _Revenge. _I have caused all this chaos for _one purpose. REVENGE AGAINST MY ENEMIES! The people who killed Abdul al Rahman. _Now, I shall speak no more. _Kill them!"_

But the death shots never came. Captain America, Wasp and Quicksilver were up, blasting and shooting the Ultimate Twelve, followed by H.Y.D.R.A's men. Cap ran to Al Rahman and grabbed him. They battled out onto the side of the Hudson River, blood splashing.

The 'Skull clutched a shotgun, firing wildly, fighting like a rabid dog. And then Cap finished it in one long movement, somersaulting over the Iranian's head, he punched with all his steroid-powered might, through Al Rahman's chest. The Red Skull's eyes opened wide just before Rogers shoved the body aside, down into the river.

He stared down into the depths. The programming had never worked, but desperate times did call for desperate measures…

And after that it was all over. So much damage done over such a long time, but it was just… _over. _The repairs would take time but without the main bulk of their ranks and their leaders dead, H.Y.D.R.A were rendered useless. They had failed, and it was over… or so they believed. And Hawkeye was of course cleared, innocent, though the true culprit remained a mystery…

_**EPILOGUE**_

_It had finally happened. The meeting was in place. _Victor Von Doom, Eric Lensherr, Wilson Fisk, Norman Osborn, Otto Octavius… so many criminals masterminds. _And they were all assembled to meet one man._

The door swung open and the criminals heard the creak of the wheelchair. Abdul al Rahman was wheeled into the room by his assistant, _Daniel Samson._

"_Well, gentlemen… shall we get to business?"_

_**THE END?**_


End file.
